Sable Offshore Corp 2026年季度报告

FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June30, 2026 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No. 001-40111__________________________ SABLE OFFSHORE CORP. (Exact name of registrant as specified in its charter)__________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesNo As of August7, 2026 there were 191,869,572 shares of Common Stock, $0.0001 par value, issued and outstanding. TABLE OF CONTENTS PART 1 – FINANCIAL INFORMATION (UNAUDITED) 3Item 1.Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations4Condensed Consolidated Statements of Changes in Stockholders’ Equity5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures about Market Risk39Item 4.Controls and Procedures39PART II – OTHER INFORMATION40Item 1.Legal Proceedings40Item 1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46Item 3.Defaults Upon Senior Securities46Item 4.Mine Safety Disclosures46Item 5.Other Information46Item 6.Exhibits47SIGNATURES48 PART I. FINANCIAL INFORMATIONITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SABLE OFFSHORE CORP.CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED)(dollars in thousands, except par values) SABLE OFFSHORE CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)(dollars in thousands, except per share data) SABLE OFFSHORE CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) SABLE OFFSHORE CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)JUNE30, 2026 Note 1 — Organization, Business Operations, and Going Concern Organization and General Sable Offshore Corp. (“Sable,” the “Company” or “we”) (formerly known as Flame Acquisition Corp. or “Flame”) is an independentoil and gas company headquartered in Houston, Texas. Flame was initially formed as a special purpose acquisition company for thepurpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses. On November 2, 2022, the Company entered into an agreement and plan of merger, dated as of November 2, 2022 (as amended,supplemented, or otherwise modified from time to time, the “Merger Agreement”), with Sable Offshore Corp., a Texas corporation(“SOC”), and Sable Offshore Holdings, LLC, a Delaware limited liability company and the parent company of SOC (“Holdco” and,together with SOC, “Legacy Sable”). Pursuant to the Merger Agreement, on February 14, 2024, (i) Holdco merged with and intoFlame, with Flame surviving such merger (the “Holdco Merger”) and (ii) Legacy Sable merged with and into Flame, with Flamesurviving such merger (the “SOC Merger” and, together with the Holdco Merger, the “Mergers” and, along with the other transactionscontemplated by the Merger Agreement, the “Merger”). On November 1, 2022, SOC, entered into a purchase and sale agreement (as amended, the “Sable-EM Purchase Agreement”) withExxon Mobil Corporation (“Exxon”) and Mobil Pacific Pipeline Company (“MPPC,” and together with Exxon, “EM”) pursuant towhich SOC agreed to acquire from EM certain assets constituting the Santa Ynez field in Federal waters offshore California (“SYU”)and asso